xplr-20250331

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission

File

Number

Exact name of registrant as specified in its

charter, address of principal executive offices and

registrant's telephone number

IRS Employer

Identification

Number

1-36518

XPLR INFRASTRUCTURE, LP

30-0818558

700 Universe Boulevard

Juno Beach, Florida 33408

(561) 694-4000

State or other jurisdiction of incorporation or organization: Delaware

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of exchange
on which registered

Common units

XIFR

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months. Yes þ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.

Large Accelerated Filer þ Accelerated Filer ☐ Non-Accelerated Filer ☐ Smaller Reporting Company ☐ Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Exchange Act of 1934. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes ☐ No ☑

Number of XPLR Infrastructure, LP common units outstanding at March 31, 2025: 94,001,017

DEFINITIONS

Acronyms and defined terms used in the text include the following:


Term			Meaning

2020 convertible notes			senior unsecured convertible notes issued in 2020

2022 convertible notes			senior unsecured convertible notes issued in 2022
2024 Form 10-K			XPLR's Annual Report on Form 10-K for the year ended December 31, 2024

ASA			administrative services agreement



CSCS agreement			amended and restated cash sweep and credit support agreement








Genesis Holdings			Genesis Solar Holdings, LLC



limited partner interest in XPLR OpCo			limited partner interest in XPLR OpCo's common units

Management's Discussion			Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations


MSA			Fifth Amended and Restated Management Services Agreement among XPLR, NEE Management, XPLR OpCo and XPLR OpCo GP
MW			megawatt(s)
MWh			megawatt-hour(s)
NEE			NextEra Energy, Inc.
NEECH			NextEra Energy Capital Holdings, Inc.
NEE Equity			NextEra Energy Equity Partners, LP
NEE Management			NextEra Energy Management Partners, LP
NEER			NextEra Energy Resources, LLC
Note __			Note __ to condensed consolidated financial statements
O&M			operations and maintenance
PPA			power purchase agreement

renewable energy tax credits			production tax credits and investment tax credits collectively
SEC			U.S. Securities and Exchange Commission

U.S.			United States of America
VIE			variable interest entity
XPLR			XPLR Infrastructure, LP
XPLR GP			XPLR Infrastructure Partners GP, Inc.
XPLR OpCo			XPLR Infrastructure Operating Partners, LP
XPLR OpCo credit facility			senior secured revolving credit facility of XPLR OpCo and its direct subsidiary
XPLR OpCo GP			XPLR Infrastructure Operating Partners GP, LLC

XPLR Pipelines			XPLR Infrastructure Pipelines, LLC
XPLR Renewables II			XPLR Renewables II, LLC
XPLR Renewables III			XPLR Renewables III, LLC
XPLR Renewables IV			XPLR Renewables IV, LLC

Each of XPLR and XPLR OpCo has subsidiaries and affiliates with names that may include XPLR, XPLR Infrastructure and similar references. For convenience and simplicity, in this report, the terms XPLR and XPLR OpCo are sometimes used as abbreviated references to specific subsidiaries, affiliates or groups of subsidiaries or affiliates. The precise meaning depends on the context. Discussions of XPLR's ownership of subsidiaries and projects refers to its controlling interest in the general partner of XPLR OpCo and XPLR's indirect interest in and control over the subsidiaries of XPLR OpCo. See Note 9 for a description of the noncontrolling interest in XPLR OpCo. References to XPLR's projects generally include XPLR's consolidated subsidiaries and the projects in which XPLR has equity method investments. References to XPLR's pipeline investment refers to its equity method investment in contracted natural gas assets.

NEE, NEECH and NEER each has subsidiaries and affiliates with names that may include NextEra Energy, NextEra Energy Resources, NextEra and similar references. For convenience and simplicity, in this report the terms NEE, NEECH and NEER are sometimes used as abbreviated references to specific subsidiaries, affiliates or groups of subsidiaries or affiliates. The precise meaning depends on the context.

TABLE OF CONTENTS


		Page No.

Definitions		2
Forward-Looking Statements		4

	PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4.	Controls and Procedures	25

	PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 5.	Other Information	26
Item 6.	Exhibits	26

Signatures		28

FORWARD-LOOKING STATEMENTS

This report includes forward-looking statements within the meaning of the federal securities laws. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions, strategies, future events or performance (often, but not always, through the use of words or phrases such as may result, are expected to, will continue, anticipate, believe, will, could, should, would, estimated, may, plan, potential, future, projection, goals, target, outlook, predict and intend or words of similar meaning) are not statements of historical facts and may be forward looking. Forward-looking statements involve estimates, assumptions and uncertainties. Accordingly, any such statements are qualified in their entirety by reference to, and are accompanied by, the following important factors (in addition to any assumptions and other factors referred to specifically in connection with such forward-looking statements) that could have a significant impact on XPLR's operations and financial results, and could cause XPLR's actual results to differ materially from those contained or implied in forward-looking statements made by or on behalf of XPLR in this Form 10-Q, in presentations, on its website, in response to questions or otherwise.

Performance Risks

•XPLR's business and results of operations are affected by the performance of its renewable energy projects which could be impacted by wind and solar conditions and in certain circumstances by market prices for power.

•Operation and maintenance of renewable energy projects, battery storage projects and other facilities and XPLR's pipeline investment involve significant risks that could result in unplanned power outages, reduced output or capacity, property damage, environmental pollution, personal injury or loss of life.

•XPLR's business, financial condition, results of operations and prospects can be materially adversely affected by weather conditions and related impacts, including, but not limited to, the impact of severe weather.

•XPLR depends on certain of the renewable energy projects and the investment in pipeline assets in its portfolio for a substantial portion of its anticipated cash flows.

•Developing and investing in power and related infrastructure, including repowering of XPLR's existing renewable energy projects, requires up-front capital and other expenditures and could expose XPLR to project development risks, as well as financing expense.

•Threats of terrorism and catastrophic events that could result from geopolitical factors, terrorism, cyberattacks, or individuals and/or groups attempting to disrupt XPLR's business, or the businesses of third parties, may materially adversely affect XPLR's business, financial condition, results of operations, liquidity and ability to execute its business plan.

•The ability of XPLR to obtain insurance and the terms of any available insurance coverage could be materially adversely affected by international, national, state or local events and company-specific events at XPLR or NEE, as well as the financial condition of insurers. XPLR's insurance coverage does not provide protection against all significant losses.

•XPLR relies on interconnection and transmission and other pipeline facilities of third parties to deliver energy from certain of its projects and to transport natural gas to and from its pipeline investment. If these facilities become unavailable, XPLR's projects and pipeline investment may not be able to operate or deliver energy or may become partially or fully unavailable to transport natural gas.

•XPLR's business is subject to liabilities and operating restrictions arising from environmental, health and safety laws and regulations and other standards, compliance with which may require significant capital expenditures, increase XPLR's cost of operations and affect or limit its business plans.

•XPLR's business, financial condition, results of operations, liquidity and ability to execute its business plan could be materially adversely affected by new or revised laws, regulations or executive orders, as well as by regulatory action or inaction.

•XPLR does not own all of the land on which the projects in its portfolio are located and its use and enjoyment of the property may be adversely affected to the extent that there are any lienholders or land rights holders that have rights that are superior to XPLR's rights or the U.S. Bureau of Land Management suspends its federal rights-of-way grants.

•XPLR is subject to risks associated with litigation or administrative proceedings, as well as negative publicity.

•XPLR is subject to risks associated with its ownership interests in projects that undergo development or construction, including for repowering, and other capital improvements to its clean energy or other projects, which could result in its inability to complete development and construction at those projects on time or at all, and make those projects too expensive to complete or cause the return on an investment to be less than expected.

Contract Risks

•XPLR relies on a limited number of customers and vendors and is exposed to credit and performance risk in that they may be unwilling or unable to fulfill their contractual obligations to XPLR or that they otherwise terminate their agreements with XPLR.

•XPLR may not be able to extend, renew or replace expiring or terminated PPAs, lease agreement or other customer contracts at favorable rates or on a long-term basis and XPLR may not have the ability to amend existing PPAs for renewable energy repowering projects.

•If the energy production by or availability of XPLR's clean energy projects is less than expected, they may not be able to satisfy minimum production or availability obligations under their PPAs.

Development and Acquisition Risks

•XPLR's ability to develop and/or acquire assets involves risks.

•Reductions in demand for natural gas in the U.S. and low market prices of natural gas could materially adversely affect XPLR's pipeline investment's operations and cash flows.

•Government laws, regulations and policies providing incentives and subsidies for clean energy could be changed, reduced or eliminated at any time and such changes may negatively impact XPLR and its ability to repower, acquire, develop or invest in clean energy and related projects.

•XPLR's ability to develop projects, including repowering renewable energy projects, faces risks related to project siting, financing, construction, permitting, the environment, governmental approvals and the negotiation of project development agreements.

•Acquisitions of existing clean energy projects involve numerous risks.

•XPLR may develop or acquire assets that use other renewable energy technologies and may develop or acquire other types of assets. Any such development or acquisition may present unforeseen challenges and result in a competitive disadvantage relative to XPLR's more-established competitors.

•Certain agreements which XPLR or its subsidiaries are parties to have provisions which may limit or preclude XPLR from engaging in specified change of control and similar transactions.

•XPLR faces substantial competition primarily from regulated utility holding companies, developers, independent power producers, pension funds and private equity funds for opportunities in the U.S.

•Regulatory decisions that are important to XPLR may be materially adversely affected by political, regulatory, operational and economic factors.

•The natural gas pipeline industry is highly competitive, and increased competitive pressure could adversely affect XPLR's pipeline investment.

Risks Related to XPLR's Financial Activities

•XPLR may not be able to access sources of capital on commercially reasonable terms.

•Restrictions in XPLR and its subsidiaries' financing agreements could adversely affect XPLR's business, financial condition, results of operations, liquidity and ability to execute its business plan.

•XPLR may be unable to maintain its current credit ratings.

•XPLR's liquidity may be impaired if its credit providers are unable to fund their credit commitments to XPLR or to maintain their current credit ratings.

•As a result of restrictions on XPLR's subsidiaries' cash distributions to XPLR and XPLR OpCo under the terms of their indebtedness or other financing agreements, cash distributions received by XPLR and XPLR OpCo from their subsidiaries could be reduced or not received at all.

•XPLR's and its subsidiaries’ substantial amount of indebtedness, which may increase, may adversely affect XPLR's ability to operate its business, and its failure to comply with the terms of its subsidiaries' indebtedness or refinance, extend or repay the indebtedness could have a material adverse effect on XPLR's financial condition.

•XPLR is exposed to risks inherent in its use of interest rate swaps.

•Widespread public health crises and epidemics or pandemics may have material adverse impacts on XPLR’s business, financial condition, results of operations, liquidity and ability to execute its business plan.

Risks Related to XPLR's Relationship with NEE

•NEE has influence over XPLR.

•Under the CSCS agreement, XPLR receives credit support from NEE and its affiliates. XPLR's subsidiaries may default under contracts or become subject to cash sweeps if credit support is terminated, if NEE or its affiliates fail to honor their obligations under credit support arrangements, or if NEE or another credit support provider ceases to satisfy creditworthiness requirements, and XPLR will be required in certain circumstances to reimburse NEE for draws that are made on credit support.

•NEER and certain of its affiliates are permitted to borrow funds received by XPLR OpCo or its subsidiaries and is obligated to return these funds only as needed to cover project costs and distributions or as demanded by XPLR OpCo. XPLR's financial condition and ability to execute its business plan is highly dependent on NEER’s performance of its obligations to return all or a portion of these funds.

•NEER's right of first refusal may adversely affect XPLR's ability to consummate future sales or to obtain favorable sale terms.

•XPLR GP and its affiliates may have conflicts of interest with XPLR and have limited duties to XPLR and its unitholders.

•XPLR GP and its affiliates and the directors and officers of XPLR are not restricted in their ability to compete with XPLR, whose business is subject to certain restrictions.

•XPLR may only terminate the MSA under certain limited circumstances.

•If certain agreements with NEE Management or NEER are terminated, XPLR may be unable to contract with a substitute service provider on similar terms.

•XPLR's arrangements with NEE limit NEE's potential liability, and XPLR has agreed to indemnify NEE against claims that it may face in connection with such arrangements, which may lead NEE to assume greater risks when making decisions relating to XPLR than it otherwise would if acting solely for its own account.

Risks Related to Ownership of XPLR's Units

•Disruptions, uncertainty or volatility in the credit and capital markets, and in XPLR's operations, business and financing strategies, may exert downward pressure on the market price of XPLR's common units.

•XPLR may not make any distributions in the future to its unitholders as a result of the execution of its business plan.

•XPLR's ability to execute its business plan depends on the ability of XPLR OpCo's subsidiaries to make cash distributions to XPLR OpCo.

•Holders of XPLR's units may be subject to voting restrictions.

•XPLR's partnership agreement replaces the fiduciary duties that XPLR GP and XPLR's directors and officers might have to holders of its common units with contractual standards governing their duties and the New York Stock Exchange does not require a publicly traded limited partnership like XPLR to comply with certain of its corporate governance requirements.

•XPLR's partnership agreement restricts the remedies available to holders of XPLR's common units for actions taken by XPLR's directors or XPLR GP that might otherwise constitute breaches of fiduciary duties.

•Certain of XPLR's actions require the consent of XPLR GP.

•Holders of XPLR's common units currently cannot remove XPLR GP without NEE's consent and provisions in XPLR's partnership agreement may discourage or delay an acquisition of XPLR that XPLR unitholders may consider favorable.

•NEE's interest in XPLR GP and the control of XPLR GP may be transferred to a third party without unitholder consent.

•Reimbursements and fees owed to XPLR GP and its affiliates for services provided to XPLR or on XPLR's behalf will reduce cash distributions from XPLR OpCo and there are no limits on the amount that XPLR OpCo may be required to pay.

•The liability of holders of XPLR's units, which represent limited partnership interests in XPLR, may not be limited if a court finds that unitholder action constitutes control of XPLR's business.

•Unitholders may have liability to repay distributions that were wrongfully distributed to them.

•The issuance of common units, or other limited partnership interests, or securities convertible into, or settleable with, common units, and any subsequent conversion or settlement, will dilute common unitholders’ ownership in XPLR, will impact the relative voting strength of outstanding XPLR common units and issuance of such securities, or the possibility of issuance of such securities, as well as the resale, or possible resale following conversion or settlement, may result in a decline in the market price for XPLR's common units.

Taxation Risks

•XPLR's future tax liability may be greater than expected if XPLR does not generate net operating losses (NOLs) sufficient to offset taxable income, if the tax law changes, or if tax authorities challenge certain of XPLR's tax positions.

•XPLR's ability to use NOLs to offset future income may be limited.

•XPLR will not have complete control over XPLR's tax decisions.

•Distributions to unitholders may be taxable as dividends.

These factors should be read together with the risk factors included in Part I, Item 1A. Risk Factors in the 2024 Form 10-K and investors should refer to that section of the 2024 Form 10-K. Any forward-looking statement speaks only as of the date on which such statement is made, and XPLR undertakes no obligation to update any forward-looking statement to reflect events or circumstances, including, but not limited to, unanticipated events, after the date on which such statement is made, unless otherwise required by law. New factors emerge from time to time and it is not possible for management to predict all of such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained or implied in any forward-looking statement.

Website Access to U.S. Securities and Exchange Commission (SEC) Filings. XPLR makes its SEC filings, including the annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports, available free of charge on XPLR's internet website, www.xplrinfrastructure.com, as soon as reasonably practicable after those documents are electronically filed with or furnished to the SEC. The information and materials available on XPLR's website (or any of its subsidiaries' or affiliates' websites) are not incorporated by reference into this Form 10-Q.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

XPLR INFRASTRUCTURE, LP

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(millions, except per unit amounts)

(unaudited)


	Three Months Ended March 31,
		2025		2024



OPERATING REVENUES(a)		$	282	$	257
OPERATING EXPENSES
Operations and maintenance(b)		110		123
Depreciation and amortization		136		136
Goodwill impairment charge		253		—
Taxes other than income taxes and other – net		16		19
Total operating expenses – net		515		278

OPERATING LOSS		(233)		(21)
OTHER INCOME (DEDUCTIONS)
Interest expense		(159)		(13)
Equity in earnings of equity method investees		16		30
Equity in earnings of non-economic ownership interests		1		4
Other – net		2		22
Total other income (deductions) – net		(140)		43
INCOME (LOSS) BEFORE INCOME TAXES		(373)		22
INCOME TAX BENEFIT		(45)		(13)


NET INCOME (LOSS)(c)		(328)		35
NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS		230		35
NET INCOME (LOSS) ATTRIBUTABLE TO XPLR		$	(98)	$	70

Earnings (loss) per common unit attributable to XPLR – basic		$	(1.05)	$	0.75


Earnings (loss) per common unit attributable to XPLR – assuming dilution		$	(1.05)	$	0.75

____________________

(a) Includes related party revenues of approximately $14 million and $3 million for the three months ended March 31, 2025 and 2024, respectively.

(b) Total O&M expenses presented include related party amounts of approximately $33 million and $15 million for the three months ended March 31, 2025 and 2024, respectively.

(c) For the three months ended March 31, 2025, XPLR recognized less than $1 million of other comprehensive income related to equity method investees, which was primarily attributable to noncontrolling interests. For the three months ended March 31, 2024, XPLR recognized less than $1 million of other comprehensive income related to equity method investees, which was primarily attributable to noncontrolling interests.

This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2024 Form 10-K.

XPLR INFRASTRUCTURE, LP

CONDENSED CONSOLIDATED BALANCE SHEETS

(millions)

(unaudited)


	March 31, 2025		December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	1,530	$	283
Accounts receivable	128		105
Other receivables	72		86
Due from related parties	127		148
Inventory	104		108

Other	118		130
Total current assets	2,079		860
Other assets:
Property, plant and equipment – net	14,783		14,555
Intangible assets – PPAs – net	1,775		1,817


Goodwill	—		253
Investments in equity method investees	1,754		1,784

Other	1,011		1,023
Total other assets	19,323		19,432
TOTAL ASSETS	$	21,402	$	20,292
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	63	$	65
Due to related parties	415		159
Current portion of long-term debt	519		705
Accrued interest	35		46

Accrued property taxes	20		32
Other	73		80
Total current liabilities	1,125		1,087
Other liabilities and deferred credits:
Long-term debt	5,986		4,609
Asset retirement obligations	371		366

Due to related parties	45		43
Intangible liabilities – PPAs – net	1,099		1,121
Other	222		200
Total other liabilities and deferred credits	7,723		6,339
TOTAL LIABILITIES	8,848		7,426
COMMITMENTS AND CONTINGENCIES

EQUITY
Common units (94.0 and 93.5 units issued and outstanding, respectively)	3,123		3,221
Accumulated other comprehensive loss	(6)		(6)
Noncontrolling interests	9,437		9,651
TOTAL EQUITY	12,554		12,866
TOTAL LIABILITIES AND EQUITY	$	21,402	$	20,292

This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2024 Form 10-K.

XPLR INFRASTRUCTURE, LP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(millions)

(unaudited)


	Three Months Ended March 31,
	2025		2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(328)	$	35
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	136		136
Intangible amortization – PPAs	20		21
Change in value of derivative contracts	86		(51)
Deferred income taxes	(41)		11
Equity in earnings of equity method investees, net of distributions received	30		14
Equity in earnings of non-economic ownership interests, net of distributions received	8		(4)


Goodwill impairment charge	253		—
Other – net	1		5
Changes in operating assets and liabilities:
Current assets	(27)		(45)
Noncurrent assets	1		(11)
Current liabilities	(63)		(33)
Noncurrent liabilities	14		—
Net cash provided by operating activities	90		78
CASH FLOWS FROM INVESTING ACTIVITIES

Capital expenditures and other investments	(89)		(64)


Payments from related parties under CSCS agreement – net	34		68

Reimbursements from related parties for capital expenditures	—		34
Other – net	6		4
Net cash provided by (used in) investing activities	(49)		42
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common units – net	3		3
Issuances of long-term debt, including premiums and discounts	1,754		24
Retirements of long-term debt	(536)		(25)
Debt issuance costs	(19)		(2)

Partner contributions	5		29
Partner distributions	(21)		(188)

Payments to Class B noncontrolling interest investors	(21)		(18)


Proceeds from differential membership investors	81		75
Payments to differential membership investors	(28)		(11)





Other – net	(1)		—
Net cash provided by (used in) financing activities	1,217		(113)
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	1,258		7
CASH, CASH EQUIVALENTS AND RESTRICTED CASH – BEGINNING OF PERIOD	328		294
CASH, CASH EQUIVALENTS AND RESTRICTED CASH – END OF PERIOD	$	1,586	$	301
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest, net of amounts capitalized	$	66	$	50
Cash received for income taxes – net	$	(4)	$	(24)







Accrued property additions	$	339	$	42

This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2024 Form 10-K.

XPLR INFRASTRUCTURE, LP

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(millions)

(unaudited)


	Common Units
Three Months Ended March 31, 2025	Units	Amount		Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total Equity
Balances, December 31, 2024	93.5	$	3,221	$	(6)	$	9,651	$	12,866

Issuance of common units – net	0.5	1		—		—		1


Net income (loss)	—	(98)		—		(230)		(328)


Related party contributions	—	—		—		5		5
Distributions, primarily to related parties	—	—		—		(21)		(21)

Other differential membership investment activity	—	—		—		53		53
Payments to Class B noncontrolling interest investors	—	—		—		(21)		(21)






Other – net	—	(1)		—		—		(1)
Balances, March 31, 2025	94.0	$	3,123	$	(6)	$	9,437	$	12,554


	Common Units
Three Months Ended March 31, 2024	Units	Amount		Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total Equity
Balances, December 31, 2023	93.4	$	3,576	$	(7)	$	10,488	$	14,057

Issuance of common units – net	0.1	1		—		—		1


Net income (loss)	—	70		—		(35)		35

Related party note receivable	—	—		—		2		2
Related party contributions	—	—		—		26		26
Distributions, primarily to related parties	—	—		—		(106)		(106)

Other differential membership investment activity	—	—		—		64		64
Payments to Class B noncontrolling interest investors	—	—		—		(18)		(18)
Distributions to unitholders(a)	—	(82)		—		—		(82)





Other – net	—	(1)		—		—		(1)
Balances, March 31, 2024	93.5	$	3,564	$	(7)	$	10,421	$	13,978

_____________________________

(a) Distributions per common unit of $0.8800 were paid during the three months ended March 31, 2024.

This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2024 Form 10-K.

XPLR INFRASTRUCTURE, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

The accompanying condensed consolidated financial statements should be read in conjunction with the 2024 Form 10-K. In the opinion of XPLR management, all adjustments considered necessary for fair financial statement presentation have been made. All adjustments are normal and recurring unless otherwise noted. The results of operations for an interim period generally will not give a true indication of results for the year.

1. Revenue

Revenue is recognized when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. XPLR's operating revenues are generated primarily from various non-affiliated parties under PPAs. XPLR's operating revenues from contracts with customers are partly offset by the net amortization of intangible assets – PPAs and intangible liabilities – PPAs. Revenue is recognized as energy and any related renewable energy attributes are delivered, based on rates stipulated in the respective PPAs. XPLR believes that the obligation to deliver energy is satisfied over time as the customer simultaneously receives and consumes benefits provided by XPLR. In addition, XPLR believes that the obligation to deliver renewable energy attributes is satisfied at multiple points in time, with the control of the renewable energy attribute being transferred at the same time the related energy is delivered. XPLR’s operating revenues for the three months ended March 31, 2025 and 2024 are revenue from contracts with customers for energy sales of approximately $271 million and $242 million, respectively. XPLR's accounts receivable are associated with revenues earned from contracts with customers. Receivables represent unconditional rights to consideration and reflect the differences in timing of revenue recognition and cash collections. For substantially all of XPLR's receivables, regardless of the type of revenue transaction from which the receivable originated, customer and counterparty credit risk is managed in the same manner and the terms and conditions of payment are similar.

XPLR recognizes revenues as energy and any related renewable energy attributes are delivered, consistent with the amounts billed to customers based on rates stipulated in the respective agreements. XPLR considers the amount billed to represent the value of energy delivered to the customer. XPLR’s customers typically receive bills monthly with payment due within 30 days.

Revenues yet to be earned under contracts with customers to deliver energy and any related energy attributes, which have maturity dates ranging from 2025 to 2051, will vary based on the volume of energy delivered. At March 31, 2025, XPLR expects to record approximately $156 million of revenues related to the fixed price components of one PPA through 2039 as the energy is delivered.

2. Derivative Instruments and Hedging Activity

XPLR uses derivative instruments (primarily interest rate swaps) to manage the interest rate cash flow risk associated with outstanding and expected future debt issuances and borrowings and to manage the physical and financial risks inherent in the sale of electricity. XPLR records all derivative instruments that are required to be marked to market as either assets or liabilities on its condensed consolidated balance sheets and measures them at fair value each reporting period. XPLR does not utilize hedge accounting for its derivative instruments. All changes in the interest rate contract derivatives' fair value are recognized in interest expense and the equity method investees' related activity is recognized in equity in earnings of equity method investees in XPLR's condensed consolidated statements of income (loss). At March 31, 2025 and December 31, 2024, the net notional amounts of the interest rate contracts were approximately $4.0 billion and $5.5 billion, respectively. All changes in commodity contract derivatives' fair value are recognized in operating revenues in XPLR's condensed consolidated statements of income (loss). At March 31, 2025 and December 31, 2024, XPLR had derivative commodity contracts for power with net notional volumes of approximately 2.3 million MWh and 2.7 million MWh, respectively. Cash flows from the interest rate and commodity contracts are reported in cash flows from operating activities in XPLR's condensed consolidated statements of cash flows.

Fair Value Measurement of Derivative Instruments – The fair value of assets and liabilities are determined using either unadjusted quoted prices in active markets (Level 1) or other observable inputs (Level 2) whenever that information is available and using unobservable inputs (Level 3) to estimate fair value only when relevant observable inputs are not available. XPLR uses different valuation techniques to measure the fair value of assets and liabilities, relying primarily on the market approach of using prices and other market information for identical and/or similar assets and liabilities for those assets and liabilities that are measured at fair value on a recurring basis. Certain financial instruments may be valued using multiple inputs including discount rates, counterparty credit ratings and credit enhancements. XPLR’s assessment of the significance of any particular input to the fair value measurement requires judgment and may affect the placement of those assets and liabilities within the fair value hierarchy levels. Non-performance risk, including the consideration of a credit valuation adjustment, is also considered in the determination of fair value for all assets and liabilities measured at fair value. Transfers between fair value hierarchy levels occur at the beginning of the period in which the transfer occurred.

XPLR INFRASTRUCTURE, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

XPLR estimates the fair value of its derivative instruments using an income approach based on a discounted cash flows valuation technique utilizing the net amount of estimated future cash inflows and outflows related to the agreements. The primary inputs used in the fair value measurements include the contractual terms of the derivative agreements, current interest rates and credit profiles. The significant inputs for the resulting fair value measurement of interest rate contracts are market-observable inputs and the measurements are reported as Level 2 in the fair value hierarchy.

The tables below present XPLR's gross derivative positions, based on the total fair value of each derivative instrument, at March 31, 2025 and December 31, 2024 as well as the location of the net derivative positions, based on the expected timing of future payments, on XPLR's condensed consolidated balance sheets.


	March 31, 2025
	Level 1		Level 2		Level 3		Netting(a)		Total
	(millions)
Assets:
Interest rate contracts	$	—	$	176	$	—	$	—	$	176
Commodity contracts	$	—	$	—	$	2	$	(2)	—
Total derivative assets									$	176
Liabilities:
Interest rate contracts	$	—	$	21	$	—	$	—	$	21
Commodity contracts	$	—	$	—	$	6	$	(2)	4
Total derivative liabilities									$	25

Net fair value by balance sheet line item:
Current other assets									$	41
Noncurrent other assets									135
Total derivative assets									$	176

Current other liabilities									$	13
Noncurrent other liabilities									12
Total derivative liabilities									$	25

____________________

(a) Includes the effect of the contractual ability to settle contracts under master netting arrangements.


	December 31, 2024
	Level 1		Level 2		Level 3		Netting(a)		Total
	(millions)
Assets:
Interest rate contracts	$	—	$	242	$	—	$	(2)	$	240
Commodity contracts	$	—	$	—	$	4	$	(2)	2
Total derivative assets									$	242
Liabilities:
Interest rate contracts	$	—	$	2	$	—	$	(2)	$	—
Commodity contracts	$	—	$	—	$	7	$	(2)	5
Total derivative liabilities									$	5

Net fair value by balance sheet line item:
Current other assets									$	55
Noncurrent other assets

SEC Form 10-Q filed by XPLR Infrastructure LP